Some of the R/S info;
ACTION 3
REVERSE STOCK SPLIT
MATERIAL TERMS OF THE REVERSE SPLIT
The consenting stockholders have approved a resolution giving the Board of Directors discretionary authority to amend the Company's Certificate of Incorporation to effect a two-hundred-for-one (200:1) reverse stock split of the Common Stock of the Company (the "Reverse Split") at any time during the next twelve months or prior to the next annual meeting of stockholders, whichever occurs first. The Board had determined the split ratio based upon a review of the capital structure of the Company, including shares and convertible instruments outstanding, share price, general market conditions and the potential benefits from the Reverse Split.
The amendment will be referred to in this Information Statement as the "Reverse Split Amendment". The proposed "form" of the Reverse Split Amendment is attached to this Information Statement as EXHIBIT B to the resolutions approving the Reverse Split, which resolutions attached to this Information Statement as EXHIBIT 1. The Reverse Split Amendment will become effective on the date it is filed with the Secretary of State of California, which date will be selected by the Board of Directors on or prior to the Company's next annual meeting of stockholders. However, the Board of Directors reserves the right to forego or postpone filing the Reverse Split Amendment if such action is determined not to be in the best interests of the Company and its stockholders. If the Reverse Split is not effected by the Board of Directors on or before the next annual meeting of stockholders, the authority to file the Reverse Split Amendment and effect the Reverse Split will lapse.
If the Reverse Split is effected by the Board of Directors, the Board of Directors will fix a record date for determining the shares subject to the Reverse Split. As of the date of this Information Statement, the Board of Directors has not fixed a record date for the Reverse Split.
The consenting stockholders believe that the Reverse Split will be in the best interest of the Company and its stockholders because the Company believes the Reverse Split will maximize stockholder value. Management believes that the Reverse Split is in the Company's best interest in that it may increase the trading price of its Common Stock. An increase in the price of the Common Stock could, in turn, generate greater investor interest in the Company, thereby enhancing the marketability of the Company's Common Stock to the financial community. The potential increases in the trading price and greater interest from the financial community could ultimately improve the trading liquidity of the Company's common shares.
The effect of the 200:1 Reverse Split would be to reduce the total number of shares of the Company's Common Stock from 422,564,849 to approximately 21,128,242 presently issued and outstanding. However, the Reverse Split will effect all of the holders of the Company's Common Stock uniformly and will not affect any stockholder's percentage ownership interest in the Company, except for insignificant changes that will result from the rounding of fractional shares.
The Reverse split will not have an effect on Series A-1 Preferred Stock or the Voting Power for holders thereof. After the reverse split, the current holder of Series A-1 Preferred, Jacques Tizabi, an officer and director of the Company, will possess 87.7% of the Voting Shares of the Company and will be the controlling stockholder of the Company. As of May 11, 2007, Mr. Tizabi held 26.2% of the outstanding Voting Shares.
If the Reverse Split is effected, it will take place without any action on the part of the holders of all classes of the Company's Common Stock and without regard to current certificates representing shares of all classes of the Company's Common Stock being physically surrendered for certificates representing the number of shares of all classes of the Company's Common Stock each stockholder is entitled to receive as a result of the Reverse Split. New certificates of the Company's Common Stock will not be issued.
Again this may all be hype to prevent a takeover by ADVNT. IMO
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